Portfolio 73-2nd: Compensation Committees

Wks. 1 Sample Compensation Committee Charter

Wks. 2 Sample Alternate Compensation Committee Charter

Wks. 3 Sample Minutes of Compensation Committee Meeting

Wks. 4 Sample Stock Option Grant Policy

Wks. 5 Sample Administration Provisions of Equity Incentive Plan

Wks. 6 Sample Delegation of Authority for Equity Grants

Wks. 7 Sample Administration Provisions of Annual Incentive Plan

Wks. 8 Sample Administration Provisions of Executive Supplemental Retirement Plan

Wks. 9 Sample Delegation of Authority for Plan Amendments

Wks. 10 Sample Delegation of Authority for Plan Operations

Wks. 11 Sample Share Ownership Guidelines

Wks. 12 Sample Compensation Committee Report for Proxy

Wks. 13 Sample Director Compensation Plan

Wks. 14 Rule 16b-3—–Transactions Between an Issuer and Its Officers or Directors

Wks. 15 Treasury Regulation §1.162-27(e)(3)––(4)—–Excerpts

Wks. 16 Regulation S-K, Item 402—–Executive Compensation

Wks. 17 Regulation S-K, Item 407(e)—–Compensation Committee

Wks. 18 Section 303A.05, New York Stock Exchange Listed Company Manual–—Compensation Committee

Wks. 19 Section 303A.08, New York Stock Exchange Listed Company Manual—–Shareholder Approval of Equity Compensation Plans

Wks. 20 Section 4350(c), NASDAQ Stock Market Rules–––Independent Directors

Wks. 21 Section 805, AMEX Company Guide—–Executive Compensation

Wks. 22 Exit Pay: Best Practices in Practice (Institutional Shareholder Services, March 2007) *

Wks. 23 Sample Tally Sheet for Total Compensation

Wks. 24 Sample Proxy Governance Disclosure About Compensation Committee